República Popular de China

Limited Liability

The Guarantor is a special purpose vehicle with limited resources and with no business operations other than the purchase of the Purchased Receivables or the making of Eligible Investments, the obligations under the Guarantee and the other activities covered by the documents to which the

The Guarantor’s ability to satisfy its payment obligations under the Guarantee and its operating and administrative expenses will depend, in particular, upon the receipt by it in full of the amounts payable to it (a) of principal and interest and other amounts payable under the Purchased Receivables as Collections from the Servicer and transferred to the Operating Accounts, (b) under the Guarantor Documents to which it is a party, (c) as proceeds from Eligible Investments (if any) or any credit balances on the Transaction Accounts and (d) under any interest swap agreement or currency swap agreement (if any) into which the Guarantor may have entered or will enter with a third party.

Other than the foregoing, the Guarantor will have no funds available to meet its obligations under the Guarantee and the Guarantee will not give rise to any payment obligation in excess of the foregoing. If, after the earlier of (i) the occurrence of the Final Guarantor Payment Date and (ii) the delivery of an Enforcement Notice in accordance with the Trust Agreement, the Guarantor Proceeds, subject to then applicable Priority of Payments (and, in addition, the Guarantee Payment Order of Priority), are ultimately insufficient to pay in full all amounts whatsoever due to the Noteholders and all other claims ranking prior to or pari passu with the claims of the Noteholders pursuant to the then applicable Priority of Payments (and, in addition, the Guarantee Payment Order of Priority), the claims of the Noteholders against the Guarantor shall be limited to their respective share of such remaining Guarantor Proceeds. After payment to the Noteholders of their respective share of such remaining Guarantor Proceeds, the obligations of the Guarantor to the Noteholders will be extinguished in full and neither the Noteholders nor anyone acting on their behalf shall be entitled to take any further steps against the Guarantor to recover any further sum. Such remaining Guarantor Proceeds shall be deemed to be "ultimately insufficient" at such time when, in the opinion of the Trustee, no further assets are available and no further proceeds can be realised to satisfy any outstanding claims of the Secured Parties, and neither assets nor proceeds will be so available thereafter.

Secured Obligations, Security Assets, no direct security interests of Noteholders

The Guarantor has granted or will grant to the Trustee in accordance with the Trust Agreement certain pledges (Pfandrechte) over (i) all its present and future claims against the Account Bank in respect of the Transaction Accounts, (ii) any present and future claim for assignment by the Originator of Purchased Receivables and any claim for transfer by the Originator of the Related Mortgages (if any), in each case arising under the Receivables Purchase Agreement, and (iii) all its present and future claims against the Trustee under any Guarantor Documents. In addition, pursuant to the Trust Agreement, the Guarantor will assign to the Trustee for security purposes (Sicherungsabtretung) its other rights and claims under the Guarantor Documents.

The Trustee will pursuant to the Trust Agreement hold the Security Assets granted to it by the Guarantor, enforce such Security Assets in accordance with the Trust Agreement, and use the proceeds resulting from the enforcement of such Security Assets for the discharge of the Guarantor’s obligations under the Guarantor Documents and the Notes in accordance with the Guarantor Event of Default Priority of Payments. The Noteholders will not hold any direct security interests in the Security Assets. No person (in particular, no Noteholder) other than the Trustee will be entitled to enforce any Security Assets or exercise any rights, claims, remedies or powers in respect of the Security Assets or have otherwise any direct recourse to the Security Assets except through the Trustee.

Insolvency of the Guarantor

The Guarantor is structured to be an insolvency-remote special purpose vehicle. Each of the Guarantor Documents to which the Guarantor is party is subject to limited recourse and/or limited liability provisions and non-petition covenants in favour of the Guarantor. The Guarantor has granted security over all of its assets pursuant to the Trust Agreement.

Neither "no recourse" and/or "no petition" provisions nor "limited liability" provisions agreed with a special purpose vehicle have so far been subject to German court proceedings (including, without limitation, as to their suitability to avoid the special purpose vehicle’s inability to pay or over- indebtedness or their treatment in the event of an insolvency of a creditor of the relevant claim). Should a court not uphold such provisions, the claims against the relevant creditors may render the Guarantor over-indebted (überschuldet) or unable to make its payments when due (zahlungsunfähig) such that insolvency proceedings could be commenced against the Guarantor.

Notwithstanding the foregoing, there is always a risk that the Guarantor could become subject to insolvency proceedings if the Guarantor is exposed to claims of any parties that are not bound by "no recourse" and/or "no petition" provisions or "limited liability" provisions, such as, for example claims by any public authorities (including, without limitation, for payment of taxes or other charges). As a consequence, the Guarantor is insolvency-remote, but not insolvency-proof.

The Guarantor has its registered office in the Federal Republic of Germany. As a result, there is a rebuttable presumption that its centre of main interest is in the Federal Republic of Germany and, consequently, it is likely that any insolvency proceedings applicable to it would be governed by German law.

Should insolvency proceedings be commenced in respect of the Guarantor or should third parties that are not bound to “limited liability” provisions vis-à-vis the Guarantor have or obtain claims against the Guarantor, this may significantly impair the ability to make payments under the Guarantee.

Taxation

The Issuer believes that no significant taxes should be payable at the level of the Guarantor, because it will be entitled to rely on certain tax provisions applicable to German securitisation vehicles. Although this treatment has been confirmed by a binding tax ruling of the competent German tax authorities, there can be no assurance that all tax risks of the Guarantor are entirely covered by the ruling. It can hence not be excluded that the Guarantor could become subject to taxes which could have an adverse impact on its ability to meet the obligations under the Guarantor Documents.

These risk warnings do not substitute advice by the investor's bank or by legal, business or tax advisers, which should in any event be obtained in order to be able to assess the consequences of an investment in the Notes. Investment decisions should not be made solely on the basis of the risk warnings set out in this Prospectus and the relevant Final Terms since such information cannot serve as a substitute for individual advice and information which is tailored to the requirements, objectives, experience, knowledge and circumstances of the investor concerned.